Wendy K. Chung, M.D., Ph.D.

About Wendy K. Chung, M.D., Ph.D.

Independent Class III director at Rallybio (RLYB) since August 2022; age 56 as of April 3, 2025. Dr. Chung is a board-certified clinical and molecular geneticist, currently Chair of the Department of Pediatrics at Boston Children’s Hospital and on the Harvard Medical School faculty (since July 2023). She previously led the Precision Medicine Resource at Columbia University (2014–2023) and was the Kennedy Family Professor of Pediatrics and Medicine at Columbia (2017–2023). Education: B.A. Biochemistry (Cornell), M.D. (Cornell University Medical College), Ph.D. Genetics (The Rockefeller University) .

Past Roles

External Roles

Board Governance

• Board classification and tenure: Class III director; term expires at the 2027 annual meeting; director since 2022 .
• Independence: Board determined Dr. Chung is independent under Nasdaq rules (all directors independent except Drs. Mackay and Uden) .
• Committee assignments:
  • 2024: Nominating & Corporate Governance Committee (member) .
  • 2025: Nominating & Corporate Governance Committee (member); Chair role held by Christine A. Nash as of March 2025 .
• Attendance and engagement (2024): Board met 7 times; each director attended at least 75% of Board and applicable committee meetings; seven of ten directors attended the 2024 annual meeting .
• Committee activity (2024): Audit (4 meetings), Compensation (5), Nominating & Corporate Governance (1) .
• Leadership structure: Independent Lead Director role established December 2023; Paula Soteropoulos serves as Lead Director, presiding over executive sessions .

Committee Assignments (history)

Fixed Compensation

• Director compensation policy (baseline fees):
  • Annual cash retainer: $40,000; Audit member +$7,500 (chair $15,000); Compensation member +$5,000 (chair $10,000); Nominating & Corporate Governance member +$4,000 (chair $8,000) .
  • 2025 updates: Lead Director cash increased to $63,500; Compensation Committee chair/member fees increased to $12,000/$6,000; annual option grant increased to 28,500 shares .
  • 2024 annual option grant size: 16,500 shares; initial board appointment grant: 33,000 shares .
  • 2023 annual option grant size: 15,490 shares; initial appointment grant: 30,980 shares .

Individual Director Compensation (Wendy K. Chung)

• Notes:
  • 2023: Dr. Chung elected to receive her annual cash retainer in the form of options (policy allows election by Jan 1), which contributed to option award value; grant vests monthly over the calendar year .
  • 2024: Cash fees align with base retainer ($40,000) + Nominating & Corporate Governance committee member fee ($4,000) .

Performance Compensation

• Structure: Non-employee director equity is delivered as stock options; no performance-conditions are disclosed. Annual director options vest in full on the earlier of the first anniversary of grant or the next annual meeting; initial appointment grants vest in three equal annual installments; change-in-control triggers full vesting of outstanding director options .
• Annual grant sizes (policy level):
  • 2023: 15,490 shares .
  • 2024: 16,500 shares .
  • 2025: 28,500 shares .

Director Equity Grant Policy Snapshot

Other Directorships & Interlocks

• Public company boards: None disclosed for Dr. Chung in the RLYB proxy biography .
• Potential interlocks/conflicts: Company discloses no related party transactions since Jan 1, 2022 (2025 proxy) / since Jan 1, 2021 (2024 proxy) above thresholds; Audit Committee reviews related party transactions per policy .

Expertise & Qualifications

• Technical expertise: Clinical and molecular genetics; precision medicine leadership .
• Education: B.A. (Cornell), M.D. (Cornell University Medical College), Ph.D. (The Rockefeller University) .
• Board skills relevance: Medicine/research expertise and service on other boards (non-specified), supporting Nominating & Corporate Governance oversight .

Equity Ownership

• Beneficial ownership (RLYB common stock):
  • March 31, 2025: 56,255 shares beneficially owned; comprised of options exercisable within 60 days; “<1%” of outstanding (41,612,039 shares outstanding) .
  • March 31, 2024: 30,795 shares beneficially owned; comprised of options exercisable within 60 days; “<1%” of outstanding (37,811,970 shares outstanding) .

Beneficial Ownership Snapshot

Options Held (as of year-end)

• Hedging/pledging: Company insider trading policy prohibits hedging, short sales, and pledging by directors and employees .

Governance Assessment

• Independence and committees: Independent director serving on the Nominating & Corporate Governance Committee; no Audit/Compensation Committee memberships for Dr. Chung, limiting direct involvement in financial reporting and pay oversight but aligned to governance oversight remit .
• Attendance: Board and committees reported at least 75% attendance for all directors in 2024; supports baseline engagement expectations .
• Ownership alignment: Beneficial ownership consists of options; Dr. Chung also elected to receive cash retainer in options in 2023, signaling equity alignment; no pledging permitted by policy .
• Pay structure for directors: Cash plus time-based options; 2025 policy increased annual option grant (to 28,500), modestly raising equity exposure and potential dilution; Lead Director and Compensation Committee fees also increased for 2025 .
• Conflicts/related party: No related party transactions disclosed; Audit Committee oversees related party review; supports low conflict risk .
• Board leadership and oversight: Presence of an independent Lead Director since Dec 2023 with executive-session responsibilities helps mitigate the non-independent Chair structure .

2024 Meeting Activity (for context)

RED FLAGS

• None disclosed specific to Dr. Chung: no related party transactions, independence affirmed, policy prohibits hedging/pledging, and attendance thresholds met .